Exhibit 10(o)
                                   AGREEMENT                    


           THIS  AGREEMENT  dated and entered into effective as of the 20th day
of August  1998 by and between  E'Town  Corporation,  a New Jersey  corporation
(together with its affiliated companies,  the "Company"), and (see list at end),
residing at _______________________ (the "Executive").


                             W I T N E S S E T H:


           WHEREAS,  should the  Company  receive a proposal  from or engage in
discussions  with a third  person  concerning a possible  business  combination
with  the  Company  or the  acquisition  of a  substantial  portion  of  voting
securities  of  the  Company,  the  Board  of  Directors  of the  Company  (the
"Board")  has deemed it  imperative  that it and the Company be able to rely on
the  Executive  to continue to serve in the  Executive's  position and that the
Board and the Company be able to rely upon the  Executive's  advice as being in
the best  interests of the Company and its  shareholders  without  concern that
the  Executive  might be  distracted  by the personal  uncertainties  and risks
that such a proposal or discussions might otherwise create; and


           WHEREAS,  the  Company  desires  to  reward  the  Executive  for the
Executive's  valuable,  dedicated service to the Company should the Executive's
service be terminated under circumstances hereinafter described; and


           WHEREAS,  the Board therefore  considers it in the best interests of
the Company and its  shareholders  for the Company to enter into this Agreement
with the Executive; and


           WHEREAS,  the Board has approved the  execution and delivery of this
Agreement by the Company by  resolution  duly adopted by the Board at a meeting
of the Board held on August 20, 1998;


           NOW, THEREFORE,  to assure the Company of the Executive's  continued
dedication and the  availability of the  Executive's  advice and counsel in the
event of any such  proposal,  to induce the  Executive  to remain in the employ
of the  Company  and to reward  the  Executive  for the  Executive's  valuable,
dedicated  service to the Company should the Executive's  service be terminated
under  circumstances  hereinafter  described,  and for other good and  valuable
consideration,  the receipt and adequacy whereof each party  acknowledges,  the
Company and the Executive agree as follows:


      1.   OPERATION, EFFECTIVE DATE, AND TERM OF AGREEMENT.


           (a)  This  Agreement  shall commence on the date hereof and continue
in effect through  December 31, 1999;  provided,  however,  that  commencing on
January  1, 2000 and each  succeeding  January 1  thereafter,  the term of this
Agreement  shall be extended  automatically  for one additional year unless not
later than  September  30 of the  preceding  year the Company  shall have given
notice to the Executive that it does not wish to extend this Agreement.


           (b)  This  Agreement is effective and binding on both parties hereto
as  of  the  date  hereof.  Notwithstanding  its  present  effectiveness,   the
provisions  of  paragraphs 3 and 4 of this  Agreement  shall  become  operative
only when,  as and if there has been a "Change in Control of the  Company"  (as
hereinafter  defined).  For  purposes of this  Agreement,  a "Change in Control
of the Company" shall be deemed to have occurred if


                (X) any  "person"  (as such term is used in Sections  13(d) and
           14(d) of the  Securities  Exchange  Act of  1934,  as  amended  (the
           "Exchange  Act")),  other than a trustee or other fiduciary  holding
           securities  under  an  employee  benefit  plan of the  Company  or a
           person  engaging in a  transaction  of the type  described in clause
           (Z) below of this  paragraph  1(b) but which does not  constitute  a
           change in control  under such  clause  (Z),  hereafter  becomes  the
           "beneficial  owner" (as  defined in Rule  13d-3  under the  Exchange
           Act),   directly  or  indirectly,   of  securities  of  the  Company
           representing  more  than  50% of the  combined  voting  power of the
           Company's then outstanding securities; or


                (Y) during any period of twenty-four  (24)  consecutive  months
           during the term of this Agreement,  individuals who at the beginning
           of such period  constitute  the Board,  and any new director  (other
           than a  director  designated  by a person  who has  entered  into an
           agreement  with the  Company to effect a  transaction  described  in
           clauses (X) or (Z) of this  paragraph  1(b))  whose  election by the
           Board,  or nomination  for election by the  Company's  shareholders,
           was  approved  by a  vote  of  at  least  two-thirds  (2/3)  of  the
           directors  then  still in office who either  were  directors  at the
           beginning  of  the  period  or  whose  election  or  nomination  for
           election  was  previously  so  approved,  cease  for any  reason  to
           constitute a majority thereof; or


                (Z)  the   shareholders  of  the  Company  approve  or,  if  no
           shareholder   approval  is  required   or   obtained,   the  Company
           completes,  a merger,  consolidation  or similar  transaction of the
           Company  with or into any  other  corporation,  or a  binding  share
           exchange  involving  the Company's  securities,  other than any such
           transaction  which  would  result in the  voting  securities  of the
           Company   outstanding   immediately  prior  thereto   continuing  to
           represent  (either by remaining  outstanding  or by being  converted
           into voting  securities of the surviving entity) at least 50% of the
           combined  voting  power of the voting  securities  of the Company or
           such   surviving   entity   outstanding   immediately   after   such
           transaction,  or the  shareholders  of the Company approve a plan of
           complete  liquidation of the Company or an agreement for the sale or
           disposition  by  the  Company  of  all  or  substantially   all  the
           Company's assets.


      2.   EMPLOYMENT OF EXECUTIVE.


           Nothing  herein  shall  affect any right which the  Executive or the
Company may  otherwise  have to terminate  the  Executive's  employment  by the
Company  at any time in any  lawful  manner,  subject  always to the  Company's
providing to the  Executive  the payments and benefits  specified in paragraphs
3 and 4 of this Agreement to the extent hereinbelow provided.


           In the event that any person  commences a tender or exchange  offer,
circulates  a proxy  statement  to the  Company's  shareholders  or takes other
steps  designed  to effect a Change in  Control  of the  Company  as defined in
paragraph 1 of this  Agreement,  the Executive  agrees that the Executive  will
not  voluntarily  leave the employ of the Company and will  continue to perform
the  Executive's  regular  duties and to render the  services  provided  by the
Executive  to the Company  until such person has  abandoned or  terminated  his
efforts  to  effect a Change in  Control  of the  Company  or until a Change in
Control  of  the  Company  has  occurred.   Should  the  Executive  voluntarily
terminate  the  Executive's  employment  before  any such  effort  to  effect a
Change in Control of the  Company has  commenced,  or after any such effort has
been  abandoned  or  terminated  without  effecting  a Change in Control of the
Company  and  no  such  effort  is  then  in  process,   this  Agreement  shall
automatically terminate and be of no further force or effect.


      3.   TERMINATION FOLLOWING CHANGE IN CONTROL.


           (a)  If  any  of  the  events   described   in  paragraph  1  hereof
constituting  a Change in  Control of the  Company  shall  have  occurred,  the
Executive  shall  be  entitled  to  the  payments  and  benefits   provided  in
paragraph  4  hereof  upon  the  subsequent   termination  of  the  Executive's
employment  within  the  applicable  period  set  forth in  paragraph  4 hereof
following  such Change in Control of the Company  unless  such  termination  is
(i) due to the  Executive's  death;  or (ii) by the  Company  by  reason of the
Executive's  Disability (as  hereinafter  defined) or for Cause (as hereinafter
defined);   or  (iii)  by  the  Executive   other  than  for  Good  Reason  (as
hereinafter defined).


           (b)  If,  following  a  Change  in  Control  of  the  Company,   the
Executive's  employment  is terminated  by reason of the  Executive's  death or
Disability,  the Executive  shall be entitled to death or long-term  disability
benefits,  as the case may be,  from the  Company  no less  favorable  than the
maximum  benefits  to which the  Executive  would  have been  entitled  had the
death or termination  for Disability  occurred at any time during the six month
period  prior to the  Change in Control  of the  Company.  If prior to any such
termination  for  Disability,  the Executive  fails to perform the  Executive's
duties  as a result of  incapacity  due to  physical  or  mental  illness,  the
Executive  shall  continue to receive the  Executive's  Salary (as  hereinafter
defined),  less any  benefits as may be available  to the  Executive  under the
Company's  disability plans until the Executive's  employment is terminated for
Disability.


           (c)  If  the  Executive's  employment  shall  be  terminated  by the
Company for Cause or by the Executive  other than for Good Reason,  the Company
shall pay to the  Executive  the  Executive's  full Salary  through the Date of
Termination  at the rate in effect at the time Notice of  Termination is given,
and the Company shall have no further  obligations to the Executive  under this
Agreement.


           (d)  For purposes of this Agreement:


                (i)  "Disability" shall mean the Executive's  incapacity due to
                     physical or mental  illness such that the Executive  shall
                     have  become  qualified  to  receive  benefits  under  the
                     Company's  long-term  disability  plans or any  equivalent
                     coverage   required  to  be  provided  to  the   Executive
                     pursuant  to any other  plan or  agreement,  whichever  is
                     applicable.


                (ii) "Cause" shall mean:



                     (A)  the conviction of the Executive for a felony,  or the
                          willful  commission by the Executive of a criminal or
                          other act that in the  judgment  of the Board  causes
                          or will probably cause  substantial  economic  damage
                          to the Company or substantial  injury to the business
                          reputation of the Company;



                     (B)  the  commission  by the  Executive of an act of fraud
                          in the  performance  of such  Executive's  duties  on
                          behalf of the Company  that  causes or will  probably
                          cause economic damage to the Company; or



                     (C)  the  continuing  willful  failure of the Executive to
                          perform the Executive's  duties,  as such duties were
                          performed  by the  Executive  prior to the day of the
                          Change in  Control  of the  Company  (other  than any
                          such   failure   resulting   from   the   Executive's
                          incapacity  due to physical or mental  illness) after
                          written notice thereof  (specifying  the  particulars
                          thereof  in  reasonable   detail)  and  a  reasonable
                          opportunity  to be heard  and cure such  failure  are
                          given to the Executive by the Compensation  Committee
                          of the Board.


           For  purposes of this  subparagraph  (d)(ii),  no act, or failure to
act, on the  Executive's  part shall be  considered  "willful"  unless done, or
omitted to be done, by the  Executive not in good faith and without  reasonable
belief that the  Executive's  action or omission  was in the best  interests of
the Company.


                (iii)"Good Reason" shall mean:



                     (A)  The  assignment  by the Company to the  Executive  of
                          duties  without  the   Executive's   express  written
                          consent,   which  (i)  are  materially  different  or
                          require travel  significantly  more time consuming or
                          extensive  than the  Executive's  duties or  business
                          travel  obligations  immediately  prior to the Change
                          in Control of the  Company,  or (ii) result in either
                          a significant  reduction in the Executive's authority
                          and  responsibility  as a senior corporate  executive
                          of the Company when  compared to the highest level of
                          authority   and   responsibility   assigned   to  the
                          Executive  at any  time  during  the  six  (6)  month
                          period   prior  to  the  Change  in  Control  of  the
                          Company,  or (iii) the removal of the Executive from,
                          or any failure to reappoint or reelect the  Executive
                          to,  the  highest  title  held since the date six (6)
                          months  before the Change in Control of the  Company,
                          except  in  connection  with  a  termination  of  the
                          Executive's  employment by the Company for Cause,  or
                          by reason of the Executive's death or Disability;



                     (B)  A reduction by the Company of the Executive's  Salary
                          (as  hereinafter  defined),  or the  failure to grant
                          increases  in the  Executive's  Salary  on a basis at
                          least  substantially   comparable  to  those  granted
                          generally  to  other  executives  of the  Company  of
                          comparable  title,  salary and  performance  ratings,
                          made in good faith;



                     (C)  The relocation of the Company's  principal  executive
                          offices  to a  location  outside  the  State  of  New
                          Jersey,  or a  requirement  by the  Company  that the
                          Executive  relocate  (except for  required  travel on
                          the  Company's  business  to an extent  substantially
                          consistent  with  the  Executive's   business  travel
                          obligations   immediately  prior  to  the  Change  in
                          Control) (i) to a location  which is outside a radius
                          of one  hundred  (100)  miles  from  the  Executive's
                          place  of  employment  with the  Company  immediately
                          prior  to  the  Change  in  Control,  or  (ii)  to  a
                          location outside the State of New Jersey;  or, in the
                          event the Executive  expressly consents in writing to
                          any such  relocation  of the  Executive  outside such
                          one  hundred  mile radius or the State of New Jersey,
                          the failure by the Company to pay (or  reimburse  the
                          Executive   for)  all  reasonable   moving   expenses
                          incurred  by the  Executive  relating  to a change of
                          principal   residence   in   connection   with   such
                          relocation  and to indemnify  the  Executive  against
                          any  loss  realized  in the  sale of the  Executive's
                          principal  residence  in  connection  with  any  such
                          change  of  residence,  all to the  effect  that  the
                          Executive  shall  incur no loss  upon such sale on an
                          after tax basis;



                     (D)  The  failure by the  Company to  continue  to provide
                          the  Executive  with  substantially  the same welfare
                          benefits  (which for purposes of this Agreement shall
                          mean  benefits  under all welfare  plans as that term
                          is   defined  in   Section   3(1)  of  the   Employee
                          Retirement  Income Security Act of 1974, as amended),
                          and   perquisites,   including   participation  on  a
                          comparable  basis in the Company's stock option plan,
                          incentive  bonus  plan  and any  other  plan in which
                          executives  of the  Company of  comparable  title and
                          salary or  subject to  similar  performance  criteria
                          participate  and as were  provided  to the  Executive
                          immediately  prior to such  Change in  Control of the
                          Company,  or with a new  package of welfare  benefits
                          and perquisites that is  substantially  comparable in
                          all  material  respects to the welfare  benefits  and
                          perquisites   as  were   provided  to  the  Executive
                          immediately prior to such Change in Control; or



                     (E)  The  failure of the  Company  to obtain  the  express
                          written  assumption  of and agreement to perform this
                          Agreement  by  any  successor  as   contemplated   in
                          paragraph 5(c) hereof.


                (iv) "Dispute"  shall  mean (i) in the case of  termination  of
                     employment  of  the  Executive  with  the  Company  by the
                     Company  for  Disability  or  Cause,  that  the  Executive
                     challenges  the  existence of Disability or Cause and (ii)
                     in the case of the  Executive's  termination of employment
                     with the Company by the  Executive  for Good Reason,  that
                     the Company challenges the existence of Good Reason.


                (v)  "Salary"  shall  mean  the   Executive's   average  annual
                     compensation  reported on United States  Internal  Revenue
                     Service  Form W-2 ("Form  W-2") plus any of the  following
                     amounts  which are not  reported on the  Executive's  Form
                     W-2 (i) any  restricted  stock of the  Company  awarded to
                     the  Executive,  or which the  Executive  is  entitled  to
                     receive  under any plan,  arrangement  or  contract of the
                     Company or pursuant  to any  resolution  of the Board,  in
                     lieu of base compensation,  (ii) any 401(K)  compensation,
                     and (iii) any  compensation  deferred in  accordance  with
                     Section 125 of the United States Internal  Revenue Code of
                     1986,  as  amended  and the  regulations  thereunder  (the
                     "Code").


                (vi) "Incentive  Compensation"  in  any  year  shall  mean  the
                     amount  accrued,  if any, under any plan or arrangement of
                     the  Company  in  which   executives  of  the  Company  of
                     comparable   title  and   salary  or  being   subject   to
                     comparable performance criteria participate,  or any under
                     contract  between the Company and the  Executive,  in each
                     case which provides for any cash bonus,  restricted stock,
                     stock   option,   stock   award   or   similar   incentive
                     compensation  in  addition to base salary and which is not
                     reported on Form W-2.


           (e)  Any purported termination of the Executive's  employment by the
Company  by  reason  of the  Executive's  Disability  or for  Cause,  or by the
Executive  for  Good  Reason  shall  be   communicated  by  written  Notice  of
Termination  (as hereinafter  defined) to the other party hereto.  For purposes
of this Agreement,  a "Notice of Termination"  shall mean a notice given by the
Executive  or the  Company,  as the  case  may be,  which  shall  indicate  the
specific  basis for  termination  and shall set forth in reasonable  detail the
facts and  circumstances  claimed to provide a basis for  determination  of any
payments  due under this  Agreement.  The  Executive  shall not be  entitled to
give  a  Notice  of  Termination   that  the  Executive  is   terminating   the
Executive's  employment  with the  Company  for Good  Reason  more than six (6)
months  following  the  occurrence  of the event  alleged  to  constitute  Good
Reason.  The  Executive's  actual  employment by the Company shall cease on the
Date of  Termination  (as  hereinafter  defined)  specified  in the  Notice  of
Termination,  even though such Date of  Termination  for all other  purposes of
this  Agreement  may be  extended  in the  manner  contemplated  in the  second
sentence of paragraph 3(f) below.


           (f)  For  purposes  of this  Agreement,  the  "Date of  Termination"
shall mean the date  specified  in the Notice of  Termination,  which  shall be
not more than ninety (90) days after such Notice of  Termination  is given,  as
such date may be  modified  pursuant  to the next  sentence.  If within  thirty
(30) days  after any Notice of  Termination  is given,  the party who  receives
such Notice of  Termination  notifies  the other  party that a Dispute  exists,
the Date of  Termination  shall be the date on which  the  Dispute  is  finally
determined,  either by mutual  written  agreement  of the parties or by a final
judgment,  order or decree of a court of competent  jurisdiction  (the time for
appeal   therefrom  having  expired  and  no  appeal  having  been  perfected);
provided,  that  the  Date of  Termination  shall be  extended  by a notice  of
Dispute  only if such  notice is given in good faith and the party  giving such
notice  pursues the  resolution of such Dispute with  reasonable  diligence and
provided  further  that,  pending  the  resolution  of any  such  Dispute,  the
Company  shall  continue to pay the  Executive  the same  Salary and  Incentive
Compensation,  and  provide  the  Executive  with  the  same  or  substantially
comparable  welfare  benefits and  perquisites  that the Executive was paid and
provided  immediately  prior to the Change in Control of the Company.  Should a
Dispute  ultimately be  determined in favor of the Company,  then all sums paid
by the Company to the Executive from the date of  termination  specified in the
Notice of Termination  until final  resolution of the Dispute  pursuant to this
paragraph 3(f) shall be repaid  promptly by the Executive to the Company,  with
interest  at the  average  prime rate  generally  prevailing  from time to time
among  major  New York City  banks and all  options,  rights  and stock  awards
granted to the  Executive  during such period  shall be canceled or returned to
the  Company.  The  Executive  shall not be obligated to pay to the Company the
cost of providing  the  Executive  with welfare  benefits and  perquisites  for
such  period  unless  the final  judgment,  order or decree of a court or other
body  resolving the Dispute  determines  that the Executive  acted in bad faith
in giving a notice of Dispute.  Should a Dispute  ultimately  be  determined in
favor of the  Executive,  then the  Executive  shall be  entitled to retain all
sums paid to the  Executive  under this  paragraph  3(f) pending  resolution of
the Dispute and shall be entitled to receive,  in  addition,  the  payments and
other  benefits   provided  for  in  paragraph  4  hereof  to  the  extent  not
previously paid hereunder.


      4.   PAYMENTS UPON TERMINATION.


           If within  three (3) years after a Change in Control of the Company,
the Company shall  terminate the  Executive's  employment  other than by reason
of the  Executive's  death,  Disability or for Cause, or if the Executive shall
terminate the Executive's employment for Good Reason, then


           (a)  the  Company  will  continue  to pay to  the  Executive,  for a
period  of  eighteen  (18)  months  following  the  Date  of  Termination,   as
compensation  for  services   rendered  by  the  Executive  on  or  before  the
Executive's  Date  of  Termination,   the  Executive's   Salary  and  Incentive
Compensation  (subject to any applicable  payroll taxes or other taxes required
to be withheld  computed at the rate for supplemental  payments) at the highest
rate in effect during the  twenty-four  (24) month period ending on the date on
which a Change in Control of the Company occurred; and


           (b)  for a period of  eighteen  (18)  months  following  the Date of
Termination,   the  Company  shall  provide,  at  the  Company's  expense,  the
Executive and the  Executive's  spouse and children  with full  benefits  under
any employee  benefit plan or arrangement  in which the Executive  participated
immediately  prior to the  date of a  Change  in  Control,  including,  without
limitation,  any hospital,  medical and dental insurance with substantially the
same  coverage  and  benefits  as were  provided to the  Executive  immediately
prior to the date on which a Change in Control of the Company occurred; and


           (c)  the  Company  will  pay  on  the  Date  of  Termination  of the
Executive as  compensation  for services  rendered on or before the Executive's
Date of  Termination,  in addition to the amounts set forth in  paragraph  4(a)
above, a sum equal to the greater of (i) all Incentive  Compensation  and other
incentive  awards due to the Executive  immediately  prior to the date on which
a Change in Control  of the  Company  occurred  which are not yet paid and (ii)
all  Incentive  Compensation  and other  incentive  awards due to the Executive
immediately prior to the Date of Termination which are not yet paid; and


           (d)  for a period of  eighteen  (18)  months  following  the Date of
Termination,  the Company  shall  provide to the  Executive,  at the  Company's
expense, the automobile (or a comparable  automobile) or automobile  allowance,
as the  case may be,  provided  by the  Company  to the  Executive  immediately
prior to the date on which a Change in  Control  of the  Company  occurred  and
the Company shall  reimburse  the  Executive  any and all expenses  incurred by
the  Executive  in  connection  with  the use of such  automobile  during  such
eighteen  month  period to the extent  that the  Company  reimburses  generally
other  executives  of  comparable  title and salary or  subject  to  comparable
performance criteria; and


           (e)  subject to the  limitations  set forth herein,  any  restricted
stock of the  Company in the  Executive's  account as an officer of the Company
and any  stock  options  granted  to the  Executive  on or prior to the Date of
Termination  which  are  not  vested  in  the  Executive  as  of  the  Date  of
Termination  shall  become  immediately   vested,  and  all  such  restrictions
thereon   (including,   but  not   limited   to,   any   restrictions   on  the
transferability  of such stock),  and any  restrictions on any other restricted
stock or stock options awarded to the Executive  through any plan,  arrangement
or  contract  of the  Company  on or before the Date of  Termination,  shall be
null and void and of no  further  force and effect  and the  Company  agrees to
accelerate   and  make   immediately   exercisable   in  full   all   unmatured
installments of all  outstanding  stock options to acquire stock of the Company
which the Executive  holds as of the Date of  Termination;  provided,  however,
that  notwithstanding  anything to the contrary  contained  in this  Agreement,
the Board  hereby  reserves  the  right and  authority  to  amend,  modify  and
eliminate the  provisions  of this Section 4(e),  from time to time on or after
the  date  of  this  Agreement,  in  whole  or  in  part,  including,   without
limitation,  the  right to  modify,  amend or  eliminate  the  acceleration  of
vesting  or   exercisability   of  stock   options   and  the  lapsing  of  any
restrictions  thereon,  in its sole discretion  without the approval or consent
of the  Executive or any other person or entity,  for the purposes of obtaining
accounting  treatment  which is favorable or beneficial for, or in the interest
of, the Company in  connection  with any  business  combination  involving  the
Company or acquisition of any substantial  portion of voting  securities of the
Company and, in the event that the Board  determines,  in its sole  discretion,
to so modify,  amend or eliminate  the  provisions  of this Section  4(e),  the
Executive  hereby  agrees that the  Executive  shall not, and hereby waives any
right to, dispute,  challenge or bring any claim,  action or proceeding against
the  Company  with  respect to any action  taken by or on behalf of the Company
to so modify,  amend or eliminate  the  provisions of this Section 4(e) and any
such  modification,  amendment,  or  elimination  of  the  provisions  of  this
Section  4(e) shall not  affect the  validity  or  enforceability  of any other
provisions  of this  Agreement,  which such other  provisions  shall  remain in
full force and effect in accordance with the terms thereof; and


           (f)  the  Executive's  retirement  benefits  in  effect  immediately
prior to the date on which a Change in Control of the  Company  occurred  under
the Company's  Supplemental  Executive  Retirement  Plan, or any successor plan
in effect  on the date on which a Change in  Control  of the  Company  occurred
(the  SERP),  shall  become fully  vested and  nonforfeitable  on the Date of
Termination  and (i) if the  Executive has not attained the age of 65 as of the
Date of  Termination,  the  Executive  shall be deemed to have attained the age
of 65 as of the Date of  Termination  for  purposes  of the  normal  retirement
provisions  of the  SERP,  and  (ii) the  Executive  shall  be  deemed  to have
accumulated  ten (10) years of  continuous  service on the Date of  Termination
for  purposes of the benefit  accrual  provisions  of the SERP,  in addition to
the number of years of service  already  accumulated by the Executive as of the
Date of Termination.  In satisfaction of the Company's  obligations  under this
paragraph  4(f),  the Company shall  purchase an annuity or similar  instrument
owned  by the  Executive  and  payable  to the  Executive  (or the  Executive's
beneficiaries,  as the case may be)  which  provides  for  payment  of the SERP
retirement  benefits  consistent with the payment  provisions of the SERP. Such
annuity or other  instrument  shall be purchased and delivered to the Executive
by the Company within thirty (30) days after the Date of Termination; and


           (g)  in  event  that  any  payment  or  benefit  received  or  to be
received  by the  Executive  in  connection  with a Change  in  Control  of the
Company or the termination of the Executive's  employment,  whether pursuant to
the terms of this  Agreement or any other plan,  arrangement  or agreement with
the Company  (collectively,  with the payments and benefits  hereunder,  "Total
Payments")  would not be  deductible as employee  compensation,  in whole or in
part,  by the  Company as the result of Section  280G of the Code,  the Company
shall pay to the Executive  either of the following  amounts as directed by the
Executive  by  written  notice  to the  Company  (i)  an  amount  equal  to the
payments  and  benefits due under this  Agreement  reduced  until no portion of
the Total  Payments  is not  deductible,  as the result of Section  280G of the
Code,  by reducing to the extent  necessary the payments and benefits due under
paragraph  3(a) hereof (the  "Reduced  Amount");  provided,  however,  that the
Executive  shall elect which payment  and/or  benefits shall be reduced and the
amount of such  reduction  so long as,  after  such  reduction,  the  aggregate
present  value of the Total  Payments  equals the Reduced  Amount,  or (ii) the
payments  and benefits due under this  Agreement in  accordance  with the terms
and conditions of this Agreement;  it being the  understanding and agreement of
each  of the  Company  and the  Executive  that,  if the  Executive  makes  the
election  under clause (ii) of this  paragraph  4(g),  the  Executive  shall be
responsible  to pay the amount of any  federal,  state and local  income  taxes
and any excise tax  imposed by Section  4999 of the Code on such  payments  and
benefits due under  paragraph 3(a) of this  Agreement (the Excise Tax),  that
the Company shall have no  obligation  to pay to the  Executive any  additional
payment  for such  Excise Tax,  if any,  and that the  Executive  shall have no
liability or  responsibility  to reimburse the Company for any losses  incurred
by the Company as a result of the  Company's  inability to deduct such payment,
in whole or in part,  as the result of Section  280G of the Code.  For purposes
of this  limitation  (A) no  portion  of the Total  Payments,  the  receipt  or
enjoyment  of which the  Executive  shall  have  effectively  waived in writing
prior to the date of payment,  shall be taken into  account,  (B) no portion of
the Total  Payments  shall be taken into account  which,  in the opinion of tax
counsel  selected by the Executive and acceptable to the Company's  independent
auditors,  is not  likely  to  constitute  a  "parachute  payment"  within  the
meaning of Section  280G(b)(2)  of the Code,  and (C) the value of any non-cash
benefit  or any  deferred  payment or benefit  included  in the Total  Payments
shall be determined by the Company's  independent  auditors in accordance  with
the  principles  of Sections  280G(d)(3)  and (4) of the Code.  The Company and
the  Executive  each shall  reasonably  cooperate  with the other in connection
with any  administrative  or judicial  proceedings  concerning the existence or
amount of  liability  for any  Excise  Tax with  respect  to the  payments  and
benefits due under this  Agreement.  As promptly as practicable  following such
determination   and  the  elections   hereunder,   the  Company  shall  pay  or
distribute  to or for the benefit of the  Executive  such payments and benefits
as are then due to the Executive  under this  Agreement and shall  promptly pay
or  distribute  to or for the  benefit  of the  Executive  in the  future  such
payments  and  benefits as become due to the  Executive  under this  Agreement.
In  the  event  that  an  underpayment  of  payments  and  benefits  due to the
Executive under this Agreement  occurs as a result of a  miscalculation  of the
Total Payments as a "parachute  payment"  within the meaning of Section 280G of
the Code,  such  underpayment  shall be paid  promptly by the Company to or for
the  benefit  of the  Executive,  together  with  interest  at  the  applicable
federal rate  provided for in Section  7872(f)(2)(A)  of the Code.  The Company
shall pay or distribute  to or for the benefit of the  Executive  such payments
and  benefits as are then due to the  Executive  under this  Agreement  even if
the  Company is unable to deduct any portion of such  payment  and  benefits as
the result of Section 280G of the Code.


      5.   GENERAL.


           (a)  The Executive  shall retain in confidence  any  proprietary  or
other  confidential  information known to the Executive  concerning the Company
and its  business so long as such  information  is not publicly  disclosed  and
disclosure  is not  required  by an order of any  governmental  body or  court.
Notwithstanding  anything to the  contrary  contained  herein,  this  paragraph
5(a) shall survive any  expiration  or  termination  of this  Agreement for any
reason whatsoever.


           (b)  Subject to paragraph  5(f) below,  the Company's  obligation to
pay the  compensation  and provide the  benefits to the  Executive  and to make
the  arrangements  provided  herein  shall be absolute  and  unconditional  and
shall not be affected by any circumstance,  including,  without limitation, any
setoff,  counterclaim,  recoupment,  defense or other  right  which the Company
may have  against the  Executive  or anyone  else.  All amounts  payable by the
Company   hereunder  shall  be  paid  without  notice  or  demand.   Except  as
expressly  provided  herein,  the  Company  waives all rights  which it may now
have or may  hereafter  have  conferred  upon it, by statute or  otherwise,  to
terminate,  cancel or rescind  this  Agreement  in whole or in part.  Except as
provided in paragraph  5(f) herein,  each and every  payment made  hereunder by
the  Company  shall be final and the  Company  will not seek to recover for any
reason  all or any  part of such  payment  from  the  Executive  or any  person
entitled thereto.


           (c)  The Company  will  require  any  successor  (whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the business  and/or  assets of the  Company,  by written
agreement in form and substance  satisfactory  to the  Executive,  to expressly
assume and agree to perform  this  Agreement in the same manner and to the same
extent that the Company  would be required to perform it if no such  succession
had taken place.


           As used in this  Agreement,  "Company"  shall  mean the  Company  as
hereinbefore  defined  and any  successor  to its  business  and/or  assets  as
aforesaid  which  executes  and  delivers  the  agreement  provided for in this
paragraph 5 or which  otherwise  becomes bound by all the terms and  provisions
of this Agreement by operation of law.


           (d)  This   Agreement   shall  inure  to  the  benefit  of,  and  be
enforceable by, the Executive's personal or legal  representatives,  executors,
administrators,  successors,  heirs,  distributees,  devisees and legatees.  If
the  Executive  should  die while any  amounts  would  still be  payable to the
Executive  hereunder if the Executive had continued to live,  all such amounts,
unless otherwise  provided  herein,  shall be paid in accordance with the terms
of this  Agreement to the  Executive's  devisee,  legatee or other designee or,
if there be no such designee,  to the  Executive's  estate.  The obligations of
the Executive hereunder shall not be assignable by the Executive.


           (e)  Nothing  in this  Agreement  shall be  deemed  to  entitle  the
Executive  to  continued  employment  with the  Company  and the  rights of the
Company to terminate the  employment of the Executive  shall  continue as fully
as though this Agreement were not in effect.


           (f)  The  Executive  shall be required to mitigate the amount of any
payment or other  benefit  provided  for in this  Agreement  by  seeking  other
employment  of similar  responsibility,  salary and benefits and, upon any such
employment of the Executive,  the payments and other  benefits  provided for in
this  Agreement  then  or  thereafter  due to the  Executive  (other  than  the
payments and  benefits  provided for in Section 4(f) above) shall be reduced or
modified,  as  applicable,  to the  extent  the  Executive  receives  a similar
payment  or  benefit  of equal or  greater  value in  connection  with any such
other employment.


      6.   NOTICE.


           For  the  purposes  of  this   Agreement,   notices  and  all  other
communications  provided for in the Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or mailed by United  States
registered  mail,  return  receipt  requested,  postage  prepaid,  addressed as
follows:


      If to the Executive:


 
 
 


      If to the Company:


           E'Town Corporation
           600 South Avenue
           Westfield, New Jersey 07090


or to such other  address as either  party may have  furnished  to the other in
writing  in  accordance  herewith,  except  that  notices  of change of address
shall be effective only upon receipt.


      7.   MISCELLANEOUS.


           Except as expressly set forth in this Agreement to the contrary,  no
provisions  of this  Agreement  may be modified,  waived or  discharged  unless
such waiver,  modification or discharge is agreed to in writing,  signed by the
Executive  and such  officer as may be  specifically  designated  by the Board.
No waiver by either  party  hereto at any time of any breach by the other party
hereto of, or compliance  with,  any  condition or provision of this  Agreement
to be  performed  by such  other  party  shall be deemed a waiver of similar or
dissimilar  provisions  or conditions at the same or at any prior or subsequent
time.  No  assurances  or  representations,   oral  or  otherwise,  express  or
implied,  with  respect to the subject  matter  hereof have been made by either
party  which are not set  forth  expressly  in this  Agreement.  However,  this
Agreement is in addition to, and not in lieu of, any other plan  providing  for
payments to or benefits for the Executive or any  agreement  now  existing,  or
which  hereafter  may be entered into,  between the Company and the  Executive.
The validity,  interpretation,  construction  and performance of this Agreement
shall be governed by the laws of the State of New Jersey.


      8.   VALIDITY.


           The  invalidity  or  unenforceability  of  any  provisions  of  this
Agreement  shall  not  affect  the  validity  or  enforceability  of any  other
provision  of this  Agreement,  which  shall  remain in full force and  effect.
Any provision in this  Agreement  which is prohibited or  unenforceable  in any
jurisdiction  shall,  as to  such  jurisdiction,  be  ineffective  only  to the
extent  of  such  prohibition  or  unenforceability   without  invalidating  or
affecting  the  remaining  provisions  hereof,  and  any  such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate  or  render
unenforceable such provision in any other jurisdiction.


      9.   AMENDMENT TO SERP.


           By execution and delivery of this  Agreement,  the Executive  hereby
acknowledges  that, on or before the date of this Agreement,  the Executive has
received  and  has  had  an   opportunity  to  read,  and  that  the  Executive
understands,  the  Amendment  to  the  SERP  (the  "Amendment")  and  that  the
amendments,  modifications  and supplements in and to the SERP set forth in the
Amendment  are in the best  interests of the  Executive  and are  necessary and
appropriate  to conform the terms and  conditions  of the SERP to the terms and
conditions  of  this   Agreement  and  the  Executive   hereby  agrees  to  the
amendments,  modifications  and  supplements  in and to the  provisions  of the
SERP in accordance  with the terms and conditions set forth in the Amendment to
be  effective  as of the  date  of  this  Agreement  and  that  a  copy  of the
Amendment  shall be attached  as an exhibit to and  incorporated  by  reference
into the SERP as of the date of  this Agreement.



      10.  VARIANCE AMONG AGREEMENTS.



           The   Executive   understands   that  the  Company  may  enter  into
agreements  with other  executives  of the  Company  similar to this  Agreement
that may  contain  terms  different  from those  contained  in this  Agreement.
Despite  any such  different  terms in such  other  agreements,  the  Executive
understands  and agrees that this  Agreement  alone sets forth the  Executive's
rights  with  respect to the  subject  matter of this  Agreement,  and that the
Executive is not a third party beneficiary of any such other agreements.




<PAGE>





           IN WITNESS  WHEREOF,  the parties have executed this Agreement as of
the date set forth above.


                               E'TOWN CORPORATION
                               By:
                                      -------------------------------
                               Name:
                               Title:

                               EXECUTIVE
                               --------------------------------------
                               Name:
                               Address:



          Above form of agreement executed for the following executives.
               
               Gail P. Brady  
               Henry S. Patterson, III
               Norbert Wagner
               Walter M. Braswell
               James E. Cowley
               Dennis W. Doll
               Beth Gates
               Edward D. Mullen
               Joseph E. Stroin Jr.
               Robert W. Kean, III